**Exhibit10.5**

 

**AMENDMENT**

 

**THIS AMENDMENT** ismade as of February 13, 2006 and amends the Employment Agreement dated asof September 26, 2000, and as amended as of February 25, 2005 (the “EmploymentAgreement”) between **DENDRITE INTERNATIONAL, INC.**(“Dendrite”) and **NATASHA GIORDANO** (“Employee”). Unlessdefined in this Amendment, capitalized terms used in this Amendment will havethe meaning set forth in the Employment Agreement.

 

WHEREAS, the Company and the Employee areparties to the Employment Agreement and wish to amend the Employment Agreement;and

 

WHEREAS, the Company considers it essentialto the best interests of its shareholders to foster the continuous employmentof key management; and

 

WHEREAS, the Compensation Committee of theBoard of Directors recognizes that, as is the case with many publicly heldcorporations, the possibility of a Change of Control always exists and thatsuch possibility, and the uncertainty it may raise among management, may resultin the departure or distraction of key management personnel, to the detrimentof the Company and its shareholders; and

 

WHEREAS, the Compensation Committee of theBoard has determined that appropriate steps should be taken to reinforce andencourage the continued attention and dedication of key members of the Company’smanagement, including the Employee, to their assigned duties withoutdistraction in the face of potentially disturbing circumstances arising fromthe possibility of any such Change of Control;

 

NOW, THEREFORE, in consideration of the premisesand mutual covenants contained in this Amendment, the Company and the Employeeagree as follows:

 

1.                                       Section 27(a) ofthe Employment Agreement is restated in its entirety to provide as follows:

 

“(a)  Notwithstanding any other provisions ofthis Employment Agreement, the following severance payment only applies in theevent of a Change in Control. If Employee’s employment is terminated within one(1) year following a Change in Control (i) by Dendrite for any reasonother than death, Cause, or Disability or (ii) by Employee for GoodReason, the Employee shall be entitled to receive a lump sum severance paymentequal to the sum of twenty-four (24) months base salary (calculated at thehighest base salary rate in effect during the 12 month period preceding thetermination of employment) plus two (2) times the Employee’s target bonus.The severance payment to be paid to Employee under this Section 27(a) isreferred to as the “Change in Control Severance Payment”. Employee’s Change InControl Severance Payment shall be paid by Dendrite in cash not later thantwenty (20) days after the effective date of the termination of the Employee’semployment, subject to the receipt by Dendrite of the separation agreement andgeneral release as described in this Employment Agreement and the expiration ofthe required seven day waiting period. No interest shall accrue or be payableon or with respect to any Change in Control Severance Payment, except only asotherwise expressly

 

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set forth in thisAmendment. In the event of a termination of Employee’s employment described inthis Section, Employee shall be provided continued “COBRA” coverage pursuant toSections 601 *et seq.* of ERISA (or COBRA-likecoverage, if COBRA does not or would no longer apply) under Dendrite’s group medicaland dental plans for the twenty-four (24) month period commencing on the dateof termination of employment. During the period in which Employee receives suchcoverage, Employee’s cost of coverage shall be the same as the amount paid byemployees of Dendrite for the same coverage under Dendrite’s group health anddental plans. Notwithstanding the foregoing, in the event Employee becomesre-employed with another employer, the payment of COBRA coverage by Dendrite asdescribed above shall cease (even if the Employee is entitled under COBRA tocontinue to participate in Dendrite’s group medical and dental plans).

 

If Employee’s employment is terminated byDendrite as described in this Section 27(a), in addition to the aboveChange in Control Severance Payment, Employee will be entitled also to receive Employee’starget bonus for the year in which employment is so terminated, assuming suchbonus has not previously been paid, which will be pro-rated to reflect thepercentage of days of the year during which Employee performed services forDendrite and which shall also be considered to be a Change in Control SeverancePayment.

 

In the event of a Change in Control all stock optionsand restricted stock or other outstanding equity awards granted to Employee by Dendritewill immediately vest and all contractual sale conditions will be lifted.

 

In the event Employee is entitled to the Change inControl Severance Payment as set forth in this Section 27(a), Employeeshall not be entitled to any other severance payments from Dendrite, under thisEmployment Agreement or otherwise.”

 

In addition, due to the lump sum severancepayment to be made hereunder, Section 27(b) of the EmploymentAgreement is amended by deleting the second sentence of such section inits entirety.

 

In addition, the Employment Agreement isamended by inserting the following after Section 27(e):

 

“(f)                              Notwithstanding anythingelse herein to the contrary, in the event that the Company’s certified publicaccountants (or another certified public accounting firm, if the Company’scertified public accountants may not provide such service due toindependence or other considerations) (the “Accountants”) determine that anyactual or potential payment or distribution by the Company to or for thebenefit of the Employee (whether paid, payable, distributed or distributable tothe Employee, whether under this Agreement or otherwise) (a “Payment”) wouldlikely subject the Employee to the imposition of an excise tax under Section 4999of the Code (or any similar successor provision) (“Section 4999”), thenthe Compensation Committee of the Company’s Board of Directors, in its solediscretion, may determine and agree to, but need not,

 

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(1)                                  reduce (but not below zero) the Change inControl Severance Payment to the Reduced Amount. For this purpose, the “ReducedAmount” shall be an amount which is designed and calculated to maximize theChange in Control Severance Payment without causing any Payment to be subjectto the excise tax under Section 4999; or

 

(2)                                  pay to the Employee an amount (the “TaxGross-Up Payment”), to be calculated by the Accountants, designed andcalculated to fully negate the tax impact of any excise tax imposed (or to beimposed) upon the Employee as a result of Section 4999. Any such TaxGross-Up Payment will take into account the federal, state and local income,employment and excise tax consequences of the Tax Gross-Up Payment, includingthe additional impact of Section 4999 on the Tax Gross-Up Payment itself.”

 

2.                                       Notwithstandinganything in this Amendment or in the Employment Agreement to the contrary, anyseverance payment under the Employment Agreement may be delayed, for nomore than six (6) months following termination of employment, pursuant to Section 409Aof the Internal Revenue Code (the “Code”), and, to the extent any delay inseverance payment is attributable to Code Section 409A, interest on suchseverance payment shall accrue from the date otherwise scheduled for suchpayment under the terms of this Employment Agreement until the date of actualpayment at an annual rate of six percent (6%).

 

3.                                       For purposes of Section 27(a) ofthis Employment Agreement, “target bonus” means the annual target bonusestablished for the Employee for the fiscal year in which the Employee’semployment terminates, or if the annual target bonus has not been establishedfor the Employee for such fiscal year, then the annual target bonus for theprior fiscal year shall be used; *provided that*,in connection with a Change in Control Severance Payment, in no event shalltarget bonus be less than the annual target bonus most recently established forthe Employee prior to the occurrence of the Change in Control.

 

4.                                       Except asexpressly modified by this Amendment, all of the terms and conditions of theEmployment Agreement shall remain in full force and effect.

 

**IN WITNESS WHEREOF,**theparties have signed this Amendment as of the first date written above.

 
|   | **DENDRITE INTERNATIONAL, INC.** |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | CHRISTINE PELLIZZARI                  |   |
|   | Name:                                 | Christine Pellizzari |
|   | Title:                                | Senior Vice President, General Counsel  and Secretary |
|   |                                  |
|   | NATASHA GIORDANO                      |   |
|   | Natasha Giordano                      |
|        |                                       |  |  |  |

 

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